Library 


Univ.of  111. 
51 

3/Q 


MORTGAGE 


COAL  PRODUCTS  MANUFACTURING  COMPANY 


FIRST  TRUST  AND  SAVINGS  BANK,  as  Trustee 


DATED  AUGUST  1,  1913 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/mortgagecoalprodOOcoal 


THIS  INDENTURE,  'Sated  the  first  day  of  August, 
1913,  but  actually  executed  this  21st  day  of  Novem- 
ber, 1913,  made  and  entered  into  by  and  between  the 
Coal  Products  Manufacturing  Company,  a corporation 
organized  and  existing  under  the  laws  of  the  State  of  Illinois 
{hereinafter  commonly  referred  to  as  “Coal  Products  Com- 
pany ”)  party  of  the  first  part;  First  Trust  and  Savings  Bank, 
of  Chicago,  a corporation  organized  and  existing  under  the 
laws  of  the  State  of  Illinois,  as  Trustee  under  a certain  deed 
of  trust  bearing  even  date  herewith  by  and  between  the 
Western  United  Gas  and  Electric  Company  and  First  Trust 
and  Savings  Bank,  as  Trustee,  (hereinafter  commonly  re- 
ferred to  as  the  “Trustee”),  party  of  the  second  part, 

WlTNESSETH  : 

That  whereas,  the  Coal  Products  Company  is  engaged  in 
the  manufacture  of  coal  products  and  maintains  and  operates 
a manufacturing  plant  near  the  City  of  Joliet,  Illinois,  and 
disposes  of  its  gas  product  to  the  Western  United  Gas  and 
Electric  Company,  a corporation  of  the  State  of  Illinois  (here- 
inafter commonly  referred  to  as  the  “Western  Company”), 
and 

Whereas,  the  Western  Company  is  engaged  in  the  business 
of  supplying  gas  in  said  City  of  Joliet  and  elsewhere,  and  ac- 
quires gas  from  the  Coal  Products  Company;  and 

Whereas,  the  Coal  Products  Company  and  the  Western 
Company  did,  on  the  15th  day  of  August,  1911,  enter  into  an 
agreement  for  the  sale  of  gas  by  the  Coal  Products  Company 
to  the  Western  Company  until  the  first  day  of  February, 
1950;  and, 

0*  Whereas,  it  is  necessary  and  desirable  and  is  in  accord- 
ance with  said  agreement  of  August  15,  1911,  that  there  be  as- 


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sured  and  secured  unto  the  Western  Company  the  due  execu- 
tion and  performance  of  said  agreement  on  the  part  of  the 
Coal  Products  Company  in  the  manner  and  form  as  in  said 
agreement  provided  so  that  there  may  he  no  interrup- 
tion in  the  supply  of  gas  unto  said  Western  Company 
under  said  agreement,  and  it  is  also  desirable  and 
necessary  that  the  due  execution  and  performance  of  said 
agreement  upon  the  part  of  the  Coal  Products  Company  and 
the  uninterrupted  supply  of  gas  unto  the  Western  Company 
under  said  agreement  be  assured  unto  the  holders  of  the 
bonds  secured  by  the  General  Mortgage  hereinafter  described, 
in  order  that  the  security  for  said  bonds  may  in  no  way  be 
impaired  through  any  interruption  in  the  supply  of  gas  unto 
said  Western  Company;  and 

Whereas,  it  is  necessary  for  the  maintenance  and  increase  of 
the  business  of  the  Western  Company  that  it  acquire  addi- 
tional funds  and  for  that  purpose  the  Western  Company  has 
of  even  date  herewith  executed  and  delivered  its  trust  deed 
to  secure  the  issue  of  its  General  Mortgage  Gold  Bonds  to 
an  aggregate  amount  of  not  to  exceed  $20,000,000  to  the  First 
Trust  and  Savings  Bank,  of  Chicago,  as  Trustee,  which  Mort- 
gage is  hereinafter  commonly  called  “ General  Mortgage,” 
copy  of  which  is  hereto  attached  marked  ‘ ‘ General  Mortgage  ’ 1 
and  made  a part  hereof ; and, 

Whereas,  the  market  of  the  Coal  Products  Company  for  its 
gas  product  will  be  maintained  and  increased  by  the  main- 
tenance and  increase  in  the  business  of  the  Western  Com- 
pany, and  the  Coal  Products  Company  will  be  directly  bene- 
fited thereby;  and 

Whereas,  the  Coal  Products  Company,  the  Western  Com- 
pany and  the  Continental  and  Commercial  Trust  and  Sav- 
ings Bank,  as  successor  Trustee  under  a certain  deed  of  trust 
dated  February  1,  1905,  by  the  Western  Company  to  The 
American  Trust  and  Savings  Bank  as  Trustee,  did,  on  the  10th 


3 


day  of  October,  1912,  enter  into  a certain  agreement  convey- 
ing to  the  said  Continental  and  Commercial  Trust  and  Sav- 
ings Bank,  as  Trustee,  all  of  the  property,  real  estate,  con- 
tracts and  choses  in  action,  of  the  Coal  Products  Company  as 
security  for  the  bonds  issued  and  to  be  issued  under  the  afore- 
said trust  deed  of  February  1,  1905;  and 

Whereas,  the  stockholders  and  Board  of  Directors  of  the 
Coal  Products  Company  have  consented  to  the  conveyance 
unto  the  Trustee  as  Trustee  under  the  said  General  Mortgage 
aforesaid,  of  all  the  property,  real  estate,  contracts  and  choses 
in  action  of  the  Coal  Products  Company,  subject  however,  to 
the  conveyance  of  such  property  to  the  Continental  and  Com- 
mercial Trust  and  Savings  Bank  by  said  agreement  of  Octo- 
ber 10,  1912,  which  consent  is  manifested  by  resolutions  of 
the  stockholders  and  of  the  Board  of  Directors  of  the  Coal 
Products  Company  adopted  at  meetings  duly  called  and  held 
on  the  3rd  day  of  October,  1913,  and  the  20th  day  of  Novem- 
ber, 1913,  respectively; 

Now,  therefore,  in  consideration  of  the  premises  and  of  the 
sum  of  one  dollar  ($1)  lawful  money  of  the  United  States 
in  hand  paid  by  the  Trustee  to  the  Coal  Products  Company, 
receipt  whereof  is  hereby  acknowledged,  and  in  consideration 
of  the  purchase  from  time  to  time  by  the  holders  thereof  of  the 
bonds  issued  and  to  be  issued  under  said  General  Mortgage, 
tire  Coal  Products  Company  has  given,  granted,  bargained, 
sold,  transferred,  assigned,  mortgaged  and  conveyed,  and  by 
these  presents  does  give,  grant,  bargain,  sell,  transfer,  assign, 
mortgage  and  convey  unto  the  First  Trust  and  Savings  Bank, 
of  Chicago,  as  Trustee  under  said  mortgage  bearing  even 
date  herewith,  by  and  between  the  Western  United  Gas  and 
Electric  Company  and  the  First  Trust  and  Savings  Bank,  as 
Trustee,  and  its  successor  and  successors  in  the  trust  thereby 
created,  the  following  described  property: 


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All  of  the  real  estate  and  other  property  situated  in 
Will  County,  Illinois,  and  described  as  follows,  to  wit: 

1.  Beginning  at  a point  two  hundred  (200)  feet  west 
of  the  southeast  (S.  E.)  corner  of  Section  twenty-eight 
(28),  Township  thirty-six  (36)  North,  Range  ten  (10) 
East  of  tire  Third  Principal  Meridian;  thence  west  along 
the  south  line  of  said  section  twenty-eight  (28),  nine  hun- 
dred forty-five  and  four-tenths  (945.4)  feet  to  land  con- 
veyed to  Chicago  and  Illinois  Western  Railroad;  thence 
north  fifteen  degrees  (15°)  one  minute  east  to  a point 
which  is  eighteen  hundred  and  twenty  feet  (1820)  north 
of  said  south  line;  thence  east  nine  hundred  eighty-eight 
and  forty-six  one-hundredtlis  (988.46)  feet;  thence  south 
fifteen  degrees  12  minutes  (15°  12')  west  to  the  place  of 
beginning,  containing  thirty-one  and  six  hundred  twenty- 
one  one-thousandths  (31.621)  acres  of  land  more  or  less, 
but  not  including  such  constructions  which  now  are  or 
hereafter  shall  be  placed  thereon  by  and  at  the  expense 
and  cost  of  the  Western  United  Gas  and  Electric  Com- 
pany, such  as  gas  holders,  compressors,  pumps,  meters, 
machinery,  pipe  lines  and  other  appliances  of  said  West- 
ern United  Gas  and  Electric  Company  used  in  receiving, 
storing  and  distributing  gas. 

2.  And  also  any  and  all  real  property,  of  every  kind 
and  character,  though  not  specifically  above  described, 
whether  now  owned  by  the  said  Coal  Products  Company 
or  hereafter  acquired  by  it,  together  with  all  rents,  issues 
and  profits  of  any  and  all  such  real  estate,  including  all 
rights  of  way,  buildings,  plants,  machinery,  fixtures,  ap- 
purtenances and  hereditaments,  in  any  way  belonging  or 
appertaining  thereto. 

3.  And  all  personal  property  of  said  Coal  Products 
Company  of  every  kind,  character  and  description, 
whether  now  owned  by  it,  or  which  may  hereafter  be  by 
it  acquired,  including  therein  all  leases,  buildings,  machin- 
ery, apparatus,  equipment,  appliances,  conduits,  pipes, 
pipe-lines,  mains,  tools,  wires,  fuel,  supplies,  furniture 
and  fixtures  of  every  kind  and  character,  which  the  said 
Coal  Products  Company  now  owns,  or  which  may  be  by  it 
hereafter  acquired,  and  including  also  any  and  all  agree- 
ments, contracts,  rights,  privileges,  franchises  and  grants, 
now  or  hereafter  held  by  or  for  the  said  Coal  Products 
Company,  or  wherein  the  said  Coal  Products  Company  has 
or  may  have,  any  right,  claim,  demand  or  interest ; it  being 


5 


the  true  intent  of  the  parties  hereto,  that  this  Indenture 
shall  convey  all  the  property,  real,  personal  and  mixed,  of 
whatsoever  name,  kind  or  nature,  and  wheresoever  sit- 
uated, which  is  now  owned  or  which  may  hereafter  be  ac- 
quired and  owned  by  the  said  Coal  Products  Company,  to- 
gether with  the  rents,  issues  and  profits  thereof. 

(All  which  property,  real  estate,  contracts  and  choses  in 
action  are  commonly  termed  the  “ Trust  Estate.”) 

Subject,  however,  to  the  rights  of  the  Continental  and  Com- 
mercial Trust  and  Savings  Bank,  as  Trustee,  under  said  trust 
deed  of  February  1,  1905,  given  and  granted  said  Continental 
and  Commercial  Trust  and  Savings  Bank,  Trustee  aforesaid, 
under  and  by  virtue  of  said  agreement  by  and  between  Coal 
Products  Company,  Western  Company  and  Continental  and 
Commercial  Trust  and  Savings  Bank,  as  Trustee  aforesaid 
bearing  date  the  Tenth  day  of  October,  A.  D.  1912. 

To  have  and  to  hold  all  of  said  property  conveyed  and  as- 
signed or  intended  to  be  conveyed  or  assigned,  with  the  rents, 
issues  and  profits  thereof,  unto  the  Trustee,  its  successor  and 
successors  in  trust,  and  its  assigns  forever;  in  trust,  never- 
theless, to  secure  the  performance  of  all  the  terms  and  condi- 
tions of  this  indenture  and  for  the  equal  and  proportionate  ben- 
efit and  security  of  the  holders  of  all  of  the  bonds  and  interest 
coupons  issued  and  to  be  issued  under  the  said  General  Mort- 
gage, without  any  preference,  distinction  op  priority  as  a lien 
or  otherwise  of  any  bond  or  coupon  for  any  reason  whatsoever, 
and  the  Company  hereby  covenants  and  agrees  as  follows : 

ARTICLE  ONE. 

Section  1.  That  it  does  guarantee  unto  the  holders  of  the 
bonds  and  coupons  issued  under  the  said  General  Mortgage 
and  unto  the  Trustee  thereunder,  the  performance  by  the  West- 
ern Company  of  all  and  singular  the  covenants,  agreements  and 
undertakings  of  the  Western  Company  as  in  said  General 
Mortgage  set  forth. 


6 


Section  2.  That  it  has  and  will  preserve  good  and  inde- 
feasible title  to  all  of  the  Trust  Estate  and  will  warrant  and 
defend  the  same  to  the  Trustee  against  the  claims  of  all  per- 
sons whomsoever.  That  this  mortgage  is  and  will  (except  as 
herein  otherwise  expressly  provided)  be  kept  a first  lien  upon 
all  of  the  Trust  Estate,  subject  only  to  the  rights  of  the  Con- 
tinental and  Commercial  Trust  and  Savings  Bank,  as  Trustee 
aforesaid  under  said  Indenture  of  October  10,  1912,  to  the  ex- 
tent of  all  bonds  at  any  time  issued  or  to  be  issued  thereunder, 
and  any  mortgage  or  other  lien  prior  to  the  lien  of  this  mort- 
gage existing  at  the  time  of  the  acquisition  by  the  Coal  Prod- 
ucts Company  of  the  property  subject  thereto ; and  that  it  will 
not  at  any  time  create  or  allow  to  accrue  or  exist  any  other 
debt,  lien  or  charge  which  will  be  prior  to  the  lien  of  this  mort- 
gage, upon  any  part  of  the  Trust  Estate,  and  that  neither  the 
value  of  said  property  nor  the  lien  of  this  mortgage  will  be 
diminished  or  impaired  in  any  way  by  the  Company. 

Section  3.  The  Coal  Products  Company  will  consent  to  no 
change  or  modification  of  the  said  agreement  of  August  15, 
1911,  for  the  sale  of  gas  by  the  Coal  Products  Company  to  the 
Western  Company  which  may  terminate  the  said  contract  or 
shorten  its  term  or  increase  the  price  or  lower  the  quality  of 
gas  to  be  furnished  the  Western  Company  or  change  the  max- 
imum or  minimum  of  gas  to  be  supplied  or  taken  thereunder 
without  in  each  case  the  written  consent  of  the  Trustee,  which 
consent  may  be  given  by  the  Trustee  in  its  discretion  and  shall 
be  given  upon  the  written  request  of  the  holders  of  a major- 
ity in  amount  of  the  bonds  outstanding  under  the  General  Mort- 
gage. 

Section  4.  That  it  hereby  adopts  as  its  own  in  regard  to 
the  Trust  Estate,  and  will  comply  with,  all  of  the  covenants  and 
conditions,  to  be  by  the  Western  Company  performed,  con- 
tained in  Sections  3 to  8,  inclusive,  of  Article  Two  of  the  said 
General  Mortgage,  insofar  as  such  covenants  and  conditions 
can  be  made  applicable  to  the  Coal  Products  Company. 


7 


ARTICLE  TWO. 

Section  1.  In  case  of  any  of  the  following  events  of  default, 
that  is  to  say,  in  case  (a)  any  matured  default  shall  be  made 
by  the  Western  'Company  in  the  due  observance  and  perform- 
ance of  any  covenant  or  condition  of  said  General  Mortgage; 
or  (b)  default  shall  be  made  by  the  Coal  Products  Company  in 
the  due  observance  or  performance  by  it  of  any  of  the  cove- 
nants or  conditions  of  this  Indenture  and  such  default  shall 
continue  for  a period  of  thirty  (30)  days;  or  (c)  default  shall 
be  made  in  the  due  observance  or  performance  by  the  Coal 
Products  Company  of  any  covenants  and  conditions  required 
to  be  kept  or  performed  by  the  Coal  Products  Company  in  the 
said  agreement  between  the  Coal  Products  Company  and  the 
Western  Company  dated  the  15th  day  of  August,  1911,  and  the 
Western  Company  shall  not  have  caused  said  default  to  be 
cured ; the  Trustee  shall  be  entitled  to  immediate  possession  of 
the  Trust  Estate,  as  for  condition  broken,  and  may  enter 
upon,  take  and  maintain  possession  of  all  or  any  part  of  the 
Trust  Estate,  and  as  the  attorney  in  fact,  or  agent  of  the  Com- 
pany, or  in  its  own  name  as  Trustee  by  itself  or  its  agents  and 
substitutes  duly  appointed,  or  by  managers,  superintendents, 
receivers  or  servants,  may  proceed  to  operate  the  plant  and 
property  of  the  'Coal  Products  Company,  and  may  in  its  best 
discretion  conduct  the  business  thereof  and  supply  gas  unto 
the  Western  Company  and  in  all  respects  carry  out  the  said 
agreement  of  the  15th  day  of  August,  1911,  between  the  Coal 
Products  Company  and  the  Western  Company,  as  well  as  in  its 
discretion  operate  and  carry  on  the  business  of  the  Coal  Prod- 
ucts Company,  in  like  manner  as  said  'Coal  Products  Company 
might  have  done  had  it  not  made  default,  and  in  operating  and 
carrying  on  such  business,  the  Trustee  may  in  its  discretion 
discontinue  or  inaugurate  methods  and  processes ; change  the 
kind  and  character  of  products  manufactured  and  handled,  and 


8 


in  all  respects  carry  on  such  business  as  its  judgment  and  dis- 
cretion may  dictate. 

While  so  in  possession  and  operating  said  plant  the  Trustee, 
or  those  holding  under  it  shall,  out  of  the  proceeds  derived' 
from  said  business  maintain,  and  so  far  as  is  practicable  im- 
prove, the  efficiency  of  the  plant,  keep  the  same  in  suitable  re- 
pair, make  reasonable  and  proper  changes  and  additions,  such 
as  ordinary  care  and  business  judgment  would  require  or  sug- 
gest, pay  all  taxes,  assessments,  impositions  and  charges  levied 
upon  or  against  any  or  all  such  property,  satisfy  all  damages, 
if  any,  accruing  unto  the  Western  Company  by  reason  of  such 
default,  if  any,  of  the  Coal  Products  Company,  in  carrying  out 
the  terms  and  provisions  of  said  agreement  of  August  15, 
191 1 ; pay  the  reasonable  costs  and  expenses  of  this  trust,  in- 
cluding reasonable  compensation  to  the  Trustee,  and  for  oper- 
ating and  managing  such  plant  and  property  and  business  of 
said  Coal  Products  Company;  and  whatever,  if  any,  profit 
shall  be  then  remaining  shall  be  turned  over  by  the  Trustee  to 
the  Coal  Products  Company,  unless  the  Western  Company 
shall  be  in  default  under  the  General  Mortgage,  in  which  event 
any  profits  then  remaining  shall  be  held  by  the  Trustee  as  a 
part  of  the  Trust  Estate  under  the  General  Mortgage. 

Section  2.  In  case  of  the  happening  of  any  of  the  events 
of  default  aforesaid  then,  and  in  every  such  case,  the  Trus- 
tee may,  and  upon  written  request  of  the  holders  of  not  less 
than  one-half  in  amount  of  the  bonds  then  outstanding  under 
the  General  Mortgage  and  upon  being  indemnified  to  its  rea- 
sonable satisfaction  shall,  proceed  to  protect  and  enforce  its 
rights  and  the  rights  of  the  bondholders  under  the  General 
Mortgage,  either  by  suit  or  suits,  in  equity  or  at  law,  or  both 
in  equity  and  at  law,  in  any  court  of  competent  jurisdiction, 
whether  for  specific  performance  of  any  covenant  or  agree- 
ment contained  herein,  or  in  aid  of  the  execution  of  any 
power  herein  granted,  or  for  any  foreclosure  hereof  or  here- 
under, or  for  any  sale  of  the  Trust  Estate  or  any  part  thereof 


9 


so  far  as  may  be  authorized  by  law,  or  for  the  enforcement  of 
such  other  or  additional,  appropriate,  legal  or  equitable  rem- 
edy as  the  Trustee  may  deem  most  effectual  to  protect  and 
enforce  the  rights  aforesaid. 

Section  3.  Upon  or  at  any  time  after  the  commencement  of 
any  suit  hereunder  for  the  foreclosure  of  this  Indenture  or 
otherwise,  the  court  wherein  the  same  is  filed  may  at  once, 
without  notice  to  the  Coal  Products  Company,  or  any  person 
or  corporation  claiming  under  it,  appoint  a receiver  or  receiv- 
ers of  the  Trust  Estate  or  any  part  thereof,  and  the  Coal 
Products  Company  hereby  irrevocably  consents  to  such  ap- 
pointment and  waives  notice  of  the  application  for  or  the  in- 
tention to  make  such  appointment. 

Any  such  receiver  or  receivers  appointed  as  aforesaid  may 
be  empowered  to  enter  upon  and  into  and  to  take  possession  of 
the  Trust  Estate  and  may  exclude  the  Coal  Products  Com- 
pany, its  agents  and  servants,  wholly  therefrom  and  person- 
ally or  by  managers,  superintendents,  servants  and  agents, 
have,  hold,  use,  manage,  operate,  improve,  extend  and  add  to 
the  same  and  each  and  every  part  thereof  to  as  full  an  extent 
as  the  Coal  Products  Company  might  lawfully  do,  and  collect 
and  receive  the  income,  rents,  issues  and  profits  thereof  and 
hold  and  disburse  the  same  as  the  court  appointing  such  re- 
ceiver or  receivers  may  from  time  to  time  order  and  direct. 

And  the  Coal  Products  Company  further  covenants  and 
agrees  as  a part  of  the  consideration  of  this  Indenture  that, 
(1)  at  and  immediately  upon  the  commencement  by  the  Trus- 
tee of  any  suit  or  other  legal  proceeding  to  obtain  possession  of 
the  Trust  Estate,  or  any  part  thereof,  upon  default  in  the  per- 
formance by  the  Coal  Products  Company  of  any  of  its  cove- 
nants herein  contained  and  continuing  as  aforesaid,  the  Coal 
Products  Company  shall  and  will,  waiving  the  issuance  and 
service  of  process,  enter  its  voluntary  appearance  in  such  suit 
or  proceeding  and  consent  to  the  entry  of  an  order  for  the 
possession  of  said  Trust  Estate,  or  so  much  thereof  as  is 


10 


sought  to  be  reached  by  said  suitmr  proceedings;  (2)  at  and 
upon  the  commencement  by  the  Trustee  of  any  suit  or  pro- 
ceeding, upon  default  in  the  performance  by  the  Coal  Products 
Company  of  any  of  its  covenants  herein  contained,  for  the 
foreclosure  of  this  Indenture  or  for  the  enforcement  of  any 
other  legal  or  equitable  remedy  hereunder,  the  Coal  Products 
Company  shall  and  will,  waiving  the  issuance  and  service  of 
process,  enter  its  voluntary  appearance  in  such  suit  or  pro- 
ceedings. 

Section  4.  Notice  of  any  sale  of  the  Trust  Estate  or  any 
part  thereof,  pursuant  to  any  provision  of  this  Indenture  shall 
state  the  time  and  place  when  and  where  such  sale  is  to  be 
made,  and  shall  contain  a brief  general  description  of  the  prop- 
erty to  be  sold,  and  shall  be  sufficiently  given  if  published  once 
in  each  week  for  three  successive  weeks  prior  to  such  sale  in  a 
newspaper  of  general  circulation  in  and  published  in  the  City 
of  Chicago,  in  the  State  of  Illinois,  unless  another  and  differ- 
ent publication  shall  be  required  by  lawr;  or,  in  the  case  of  a 
judicial  sale,  as  may  be  ordered  by  the  court. 

Any  sale  to  be  made  under  the  provisions  of  this  mortgage 
may  from  time  to  time  be  adjourned  by  announcement  at  the 
time  and  place  appointed  for  such  sale  or  for  such  adjourned 
sale  or  sales;  and  without  further  notice  or  publication,  such 
sale  may  be  made  at  the  time  and  place  to  which  the  same 
shall  be  so  adjourned. 

Section  5.  In  the  event  of  any  sale  hereunder  the  property 
constituting  the  Trust  Estate  shall  be  sold  either  in  parcels  or 
as  an  entirety  as  the  Trustee  may  elect,  unless  the  holders  of 
a majority  in  amount  of  the  bonds  secured  by  the  General 
Mortgage  and  then  outstanding  shall  in  writing  request  a sale 
in  parcels,  in  which  case  the  sale  shall  be  made  in  such  parcels 
as  may  be  specified  in  such  request  ; and  this  provision  shall 
bind  the  parties  hereto  and  each  and  every  of  the  holders  of  the 
bonds  and  coupons  secured  by  the  General  Mortgage. 


11 


Section  6.  In  case  of  any  sale  of  the  Trnst  Estate,  any 
bondholder  under  the  General  Mortgage  or  the  Trustee  may 
bid  for  and  purchase  such  property,  and,  upon  compliance 
with  the  terms  of  sale  may  hold,  retain,  possess  and  dispose  of 
such  property  in  his  or  their  own  absolute  right,  without  fur- 
ther accountability;  and  at  any  such  sale  any  purchaser  of 
such  property  shall  be  entitled,  in  making  settlement  or  pay- 
ment for  the  property  purchased,  to  use  and  apply  any  bonds 
and  any  matured  and  unpaid  coupons  secured  by  the  General 
Mortgage  by  presenting  such  bonds  and  coupons,  in  order  that 
there  may  be  credited  thereon  the  sum  apportionable  and  ap- 
plicable to  the  payment  thereof  out  of  the  net  proceeds  of 
such  sale;  and  thereupon  such  purchaser  shall  be  credited  on 
account  of  such  purchase  price  payable  by  such  purchaser  with 
the  sum  apportionable  and  applicable  out  of  such  net  proceeds 
to  the  payment  of  or  as  credit  on  the  bonds  and  coupons  so 
presented. 

Section  7.  The  receipt  of  the  Trustee  for  the  purchase 
money  paid  at  any  sale  of  the  Trust  Estate  or  any  part  there- 
of hereunder  shall  be  a sufficient  discharge  therefor  to  any  pur- 
chaser of  the  property  or  any  part  thereof,  sold  as  aforesaid ; 
and  no  such  purchaser  or  his  representative,  grantees  or  as- 
signs, after  paying  such  purchase  money  and  receiving  such 
receipt,  shall  be  bound  to  see  to  the  application  of  such  pur- 
chase money  upon  or  for  any  trust  or  purpose  of  this  mort- 
gage or  in  any  manner  whatsoever  be  answerable  for  any  loss, 
misapplication  or  non-application  of  any  such  purchase  money 
or  any  part  thereof,  or  be  bound  to  inquire  as  to  the  authoriza- 
tion, necessity,  expediency  or  regularity  of  any  such  sale. 

Section  8.  Any  sale  or  sales  made  under  or  by  virtue  of 
this  Indenture  shall  operate  to  divest  all  right,  title,  interest, 
claim  and  demand  whatsoever,  either  in  law  or  in  equity,  of  the 
Coal  Products  Company  of,  in  or  to  the  property  so  sold,  and 
shall  be  a perpetual  bar  both  at  law  and  in  equity  against  the 
Coal  Products  Company,  its  successors  or  assigns,  and  against 


12 


any  and  all  persons  claiming  or  to  claim  the  property  sold  or 
any  part  thereof,  from,  through  or  nnder  the  Coal  Products 
Company,  its  successors  or  assigns. 

Section  9.  The  Coal  Products  Company  covenants  that  it 
will  not  at  any  time  plead  or  in  any  manner  claim  or  take  ad- 
vantage of  any  valuation,  appraisement,  stay,  redemption  or 
extension  law  or  statute  of  limitations,  of  the  State  of  Illinois, 
or  elsewhere,  now  or  at  any  time  hereafter  in  force,  nor  after 
any  such  sale  will  it  claim  or  exercise  any  right  under  any  stat- 
ute now  or  hereafter  in  force  in  said  state  or  elsewhere,  to  re- 
deem the  property  so  sold,  or  any  part  thereof ; and  it  hereby 
expressly  waives  all  benefit  and  advantage  of  any  such  law 
.or  laws,  and  it  covenants  that  it  will  not  utilize  any  such  law  in 
order  to  impede  the  execution  of  any  power  herein  granted; 
but  that  it  will  permit  the  execution  of  every  such  power  as 
though  no  such  law  had  been  enacted.  The  Coal  Products  Com- 
pany, for  itself  and  all  persons  and  corporations  hereafter 
claiming  under  or  through  it,  or  who  may  at  any  time  here- 
after be  holders  of  liens  junior  to  the  lien  of  this  mortgage, 
and  any  court  in  which  the  foreclosure  of  this  mortgage  or  ad- 
ministration of  the  trusts  hereby  created  is  sought,  shall  have 
the  right  to  sell  the  Trust  Estate  as  a whole  in  one  single  lot, 
subject  to  the  election  of  the  Trustee  to  demand  a sale  in  par- 
cels as  aforesaid. 

Section  10.  The  proceeds  of  sale  of  the  Trust  Estate  or  any 
part  thereof  shall  be  applied  as  follows: 

First.  To  the  payment  of  all  costs  of  the  suit  or  suits  where- 
in such  sale  may  have  been  ordered,  including  all  reasonable 
fees,  disbursements  and  expenses  of  the  Trustee  and  of  any  re- 
ceiver or  receivers  appointed  therein,  together  with  reason- 
able attorneys’,  solicitors’,  and  master’s  fees  and  all  costs  of 
advertisement,  sale  and  conveyance. 

Second.  To  the  payment  of  all  expenses  of  the  trust  here- 
by created,  including  all  moneys  advanced  by  the  Trustee,  or 


13 


the  holder  or  holders  of  any  bonds  issued  under  the  General 
Mortgage  for  taxes,  tax  deeds,  assessments,  rents,  royalties, 
abstracts,  repairs,  mechanics’  and  other  liens  and  insurance  on 
the  Trust  Estate,  with  interest  thereon  at  the  rate  of  six  per 
centum  per  annum; 

Third.  To  the  payment  to  the  Trustee,  to  be  held  by  it  as 
part  of  the  Trust  Estate  under  the  General  Mortgage,  and 
after  the  exhaustion  of  the  property  of  the  Western  Company 
conveyed  under  the  General  Mortgage,  to  the  payment  of  the 
whole  amount  then  remaining  owing  or  unpaid  upon  the  bonds 
secured  by  the  General  Mortgage  for  principal  and  interest, 
with  interest  on  the  overdue  installments  of  interest  at  the 
rate  of  six  per  centum  per  annum,  without  preference  or  prior- 
ity of  principal  over  interest  or  of  interest  over  principal,  or 
any  installment  of  interest  over  any  other  installment  of  in- 
terest, ratably  to  the  aggregate  of  such  principal  and  the  ac- 
crued and  unpaid  interest ; 

Fourth.  To  the  payment  of  the  overplus,  if  any,  to  the  Coal 
Products  Company  or  whomsoever  shall  be  entitled  thereto. 

If  at  any  time  after  the  happening  of  any  of  the  events  of 
default,  provided  there  shall  then  exist  no  default  under  the 
said  General  Mortgage,  but  before  any  sale  of  the  Trust  Es- 
tate or  any  part  thereof  shall  have  been  made  pursuant  to  this 
Article,  and  if  the  Coal  Products  Company  shall  perform  all 
things  in  respect  of  which  it  may  be  in  default  hereunder,  then 
the  Trustee  may,  and  upon  the  written  request  of  not  less 
than  one-half  in  amount  of  the  holders  of  all  the  bonds  then 
outstanding  secured  by  the  General  Mortgage,  shall  by  written 
notice  to  the  Coal  Products  Company  waive  such  default  and 
its  consequences,  but  no  such  waiver  shall  extend  to  or  affect 
any  subsequent  default,  or  impair  any  right  consequent  there- 
of. 


14 


ARTICLE  FOUR. 

Section  1.  It  is  a condition  of  and  a consideration  for  the 
execution  by  the  Coal  Products  Company  of  this  Indenture,  that 
neither  the  holder  or  holders  of  any  bond  issued  under  the 
General  Mortgage,  or  the  Trustee  hereunder,  shall  have  any 
recourse  either  directly  or  through  the  Coal  Products  Com- 
pany or  by  any  method  or  proceeding  whatsoever  by  or 
against  any  or  all  of  the  present  or  future  stockholders,  of- 
ficers or  directors  of  the  Coal  Products  Company  for  any  sum 
or  sums  which  may  be  due  or  claimed  to  be  due  by  reason  of 
any  obligation  or  provision  contained  in  such  bonds,  or  in  this 
Indenture ; it  being  expressly  understood  and  agreed  that  the 
undertakings  of  the  Coal 'Products  Company  contained  in  this 
Indenture  are  exclusively  corporate  obligations,  and  that  no 
personal  liability  whatever  shall  attach  to  or  be  incurred  by 
any  of  such  stockholders,  officers  or  directors  under  or  by  rea- 
son of  any  such  obligations,  or  to  be  implied  therefrom. 


ARTICLE  FIVE. 

Section  1.  Unless  and  until  the  happening  of  one  of  the 
events  of  default  the  Coal  Products  Company  shall  be  suffered 
and  permitted  to  retain  actual  possession  of  all  the  property 
herein  conveyed  and  to  manage  and  operate  and  use  the  same, 
and  any  part  thereof,  with  the  rights  and  franchises  thereunto 
appertaining,  and  to  collect,  receive,  take,  use  and  enjoy  the 
earnings,  incomes,  rents,  issues  and  profits  thereof. 

Section  2.  If  and  when  the  principal  of  and  interest  on  all 
of  the  bonds  issued  under  the  General  Mortgage  shall  have 
been  paid,  or  provision  for  such  payment  shall  have  been  made 
as  in  the  General  Mortgage  provided,  and  the  Coal  Products 
Company  shall  have  well  and  truly  kept  and  performed  all  of 
the  things  to  be  kept  and  performed  by  it,  according  to  the 


15 


true  intent  and  -meaning  of  this  Indenture,  then  and  in  that 
case,  all  the  Trust  Estate  shall  revert  to  the  Coal  Products 
Company,  and  the  estate,  right,  title  and  interest  of  the  Trus- 
tee therein  shall  thereupon  cease  and  determine;  and  the 
Trustee  in  such  case,  on  demand  of  the  Coal  Products  Com- 
pany and  at  its  cost  and  expense,  shall  execute  proper  instru- 
ments acknowledging  satisfaction  of  this  Indenture,  and  any 
deed  or  release  or  conveyance  necessary  or  proper  to  invest 
in  it  the  Trust  Estate. 


ARTICLE  SIX. 

Section  1.  At  any  time  when  there  is  no  default  in  the 
performance  by  the  Coal  Products  Company  under  this  In- 
denture, the  Trustee  shall  have  the  power,  in  its  discretion, 
upon  request  of  the  Coal  Products  Company,  expressed  in  a 
resolution  of  its  Board  of  Directors  duly  certified  to  by  the 
Secretary  or  Assistant  Secretary,  to  convey,  by  way  of  re- 
lease or  otherwise,  to  the  parties  designated  in  such  resolu- 
tion, any  real  property  of  the  Trust  Estate  which  in  the  judg- 
ment of  the  said  board  of  directors  of  the  Coal  Products  Com- 
pany, likewise  expressed  in  such  resolution,  it  has  become  in- 
expedient to  hold  or  use  in  the  business  of  the  Coal  Products 
Company;  provided , however , that  other  property  of  equal 
value  in  the  judgment  of  said  board  of  directors,  likewise  ex- 
pressed in  said  resolution,  to  the  value  of  the  property  re- 
leased shall  be  substituted  for  the  released  property,  and 
subjected  to  the  lien  of  this  Indenture  as  a first  lien,  or  cash 
equal  to  the  fair  value  of  such  released  property,  as  ex- 
pressed in  said  resolution,  shall  first  be  deposited  with  the 
Trustee  to  be  held  and  disposed  of  as  hereinafter  provided  for 
in  Section  3 of  this  Article. 

Section  2.  At  any  time  when  there  is  no  default  as  afore- 
said, the  Coal  Products  Company  may,  free  from  the  lien 
hereof,  sell,  exchange  or  otherwise  dispose  of  such  materials 


16 


or  other  movable  property,  including  machinery,  which  may 
have  become  worn  out,  disused  or  undesirable  for  use  by  the 
Company;  provided , however , that  it  shall  renew  the  same,  or 
substitute  therefor  other  property  of  equal  or  greater  value, 
and  that  all  property  shall  be  covered  by  and  subject  to  this 
Indenture. 

Section  3.  All  moneys  that  may  be  received  as  compensa- 
tion for  any  of  the  Trust  Estate  taken  by  the  exercise  of  the 
power  of  eminent  domain  shall  be  paid  to  the  Trustee,  and 
together  with  such  cash  proceeds  as  may  be  received  by  the 
Trustee  under  the  provisions  of  Section  1 of  this  Article,  be 
applied  by  the  Trustee  as  requested  by  the  Coal  Products  Com- 
pany to  reimburse  the  Company  on  account  of  expenditures 
made  for  permanent  additions  to  or  improvement  and  ex- 
tensions of  the  Trust  Estate  upon  exhibit  to  the  Trustee  of 
vouchers  satisfactory  to  it,  or  upon  receipt  by  the  Trustee  of 
a sworn  certificate  of  the  President,  Vice-President,  Secretary 
or  Treasurer  of  the  Company,  showing  in  reasonable  detail 
expenditures  made  by  the  Company  for  such  purposes,  not  less 
in  amount  than  the  sum  requested  to  be  applied. 


ARTICLE  SEVEN. 

All  the  provisions  of  Articles  Nine  and  Ten  of  the  Gen- 
eral Mortgage  as  between  the  Trustee  and  the  Western  Com- 
pany shall  be  applicable  as  between  the  Trustee  and  the  Coal 
Products  Company  under  this  Indenture  insofar  as  such  ap- 
plication can  be  made. 

It  shall  be  sufficient  service  of  any  notice,  request,  consent, 
or  other  paper  to  be  given,  or  demand  to  be  made  upon  the 
Coal  Products  Company  hereunder  if  the  same  shall  be 
sent  by  registered  mail,  addressed  to  the  Company  at  Joliet, 
Illinois. 

In  witness  whereof  the  Coal  Products  Company  has  caused 


17 


this  instrument  to  be  signed  in  its  corporate  name  by  its 
President  or  Vice-President,  and  to  be  sealed  with  its  cor- 
porate seal,  attested  bv  its  Secretary  or  Assistant  Secretary, 
at  Chicago,  Illinois,  as  of  the  first  day  of  August,  1913,  and 
the  said  First  Trust  and  Savings  Bank,  to  evidence  its  accept- 
ance of  the  trusts  hereby  created  has  also  caused  this  instru- 
ment to  be  executed  by  one  of  its  Vice-Presidents  and  to  be 
sealed  with  its  corporate  seal,  attested  by  its  Secretary  or  by 
an  Assistant  Secretary,  at  Chicago,  Illinois,  as  of  the  first 
day  of  August,  1913. 

Coal  Products  Manufacturing  Company, 

By  I.  C.  Copley, 

(corporate  seal)  President. 

Attest : 

Fred  Bennitt, 

Secretary. 

i 

First  Trust  and  Savings  Bank,  as  Trustee, 


By  Emile  K.  Boisot, 

(corporate  seal)  Vice-President. 

Attest : 

David  V.  Webster, 

Secretary. 


18 


State  of  Illinois,  ) 

7 V QQ 

County  of  Cook,  j 

Be  it  remembered,  and  I do  hereby  certify,  that  on  this 
21st  day  of  November,  A.  D.  1913,  before  me,  the  undersigned, 
Garrard  B.  Winston,  a Notary  Public  duly  commissioned  and 
qualified  within  and  for  the  County  and  State  aforesaid,  per- 
sonally came  and  appeared  in  person  I.  C.  Copley  and  Fred 
Bennitt,  who  are  to  me  personally  well  known,  and  personally 
known  to  me  to  be  respectively  the  President  and  Secretary 
of  the  Coal  Products  Manufacturing  Company,  one  of  the 
corporations  described  in  and  which  executed  the  foregoing 
instrument  of  writing,  and  to  be  the  same  real  persons  whose 
names  are  signed  to  and  who  executed  said  foregoing  instru- 
ment as  such  President  and  Secretary  respectively;  and  the 
said  I.  C.  Copley,  and  the  said  Fred  Bennitt  being  by  me  sev- 
erally duly  sworn  did  severally  depose  and  say  that  he,  the 
said  I.  C.  Copley,  resides  in  the  City  of  Aurora,  State  of  Illi- 
nois, and  is  the  President  of  said  corporation,  and  that  he,  the 
said  Fred  Bennitt,  resides  in  the  City  of  Joliet,  in  the  State  of 
Illinois,  and  is  the  Secretary  of  said  corporation;  that  they 
know  the  corporate  seal  of  said  corporation ; that  the  seal  af- 
fixed to  said  foregoing  instrument  is  such  corporate  seal  of 
said  corporation ; that  said  instrument  was  signed,  subscribed, 
executed  and  delivered  in  behalf  of  said  corporation,  and  said 
seal  was  so  affixed  thereto  by  order  and  authority  of  the 


19 


Board  of  Directors  of  said  corporation,  and  the  said 
I.  C.  Copley  and  the  said  Fred  Bennitt  signed  and  subscribed 
their  names  thereto  as  such  President  and  such  Sec- 
retary, respectively,  by  like  order;  they  severally  duly 
acknowledged  to  me  said  instrument  and  the  execution 
of  the  same  to  be,  and  that  they  signed,  subscribed, 
executed,  sealed  and  delivered  the  said  instrument  as  their 
free  and  voluntary  act  and  deed  and  the  free  and  voluntary 
act  and  deed  of  said  corporation,  for  the  consideration,  uses 
and  purposes  therein  specified  and  set  forth. 

In  witness  whereof,  this  certificate  of  acknowledgement  is 
made  and  given  under  my  hand  and  seal  of  office,  and  I have 
hereunto  set  my  hand  and  affixed  my  official  Notarial  Seal  in 
said  County  of  Cook  and  State  of  Illinois  the  day  and  year  last 
above  written. 

My  commission  and  term  of  office  as  such  Notary  Public 
expires  on  this  10th  day  of  January,  A.  D.  1914. 

Garrard  B.  Winston, 
Notary  Public , Co  oh  County,  Illinois. 


(notarial  seal) 


20 


State  of  Illinois,  £ 

County  of  Cook.  ) ss* 

Be  it  remembered,  and  I do  hereby  certify,  that  on  this 
21st  day  of  November,  A.  D.  1913,  before  me,  the  undersigned, 
Oliver  A.  Bestel,  a Notary  Public  duly  commissioned  and  qual- 
ified within  and  for  the  County  and  State  aforesaid,  person- 
ally came  and  appeared  in  person  Emile  K.  Boisot  and  David 
V.  Webster,  who  are  to  me  personally  and  well  known,  and 
personally  known  to  me  to  be  respectively  the  Vice  President 
and  Secretary  of  the  First  Trust  and  Savings  Bank,  one  of  the 
corporations  described  in  and  which  executed  the  foregoing 
instrument  of  writing,  and  to  be  the  same  real  persons  whose 
names  are  signed  and  subscribed  to  and  who  executed  the  said 
foregoing  instrument  as  such  Vice  President  and  Secretary, 
respectively  and  the  said  Emile  K.  Boisot  and  the  said  David 
V.  Webster,  being  by  me  severally  duly  sworn,  did  severally 
depose  and  say  that  said  Emile  K.  Boisot  resides  in  the  City 
of  Chicago,  State  of  Illinois,  and  is  Vice  President 
of  said  corporation,  and  that  the  said  David  V.  Web- 
ster resides  in  the  Village  of  Wilmette  and  State  of 
Illinois,  and  is  the  Secretary  of  said  corporation;  that  the 
seal  affixed  to  said  foregoing  instrument  is  such  corporate  seal 
of  such  corporation;  that  said  instrument  was  signed,  sub- 
scribed, executed  and  delivered  on  behalf  of  said  corporation, 


21 


and  said  seal  was  so  affixed  thereto  by  order  and  authority  of 
the  Board  of  Directors  of  said  corporation,  and  the  said  Emile 
K.  Boisot  and  the  said  David  V.  Webster  signed  and  sub- 
scribed their  names  as  such  Vice  President  and  Secretary  re- 
spectively by  like  order ; they  severally  duly  acknowledged  to 
me  said  instrument  and  the  execution  of  the  same  to  be,  and 
that  they  signed,  subscribed,  executed,  sealed  and  delivered  the 
said  instrument  as  their  free  and  voluntary  act  and  deed  and 
the  free  and  voluntary  act  and  deed  of  said  corporation,  for 
the  consideration,  uses  and  purposes  therein  specified  and  set 
forth. 

In  witness  whereof,  this  certificate  of  acknowledgement  is 
made  and  given  under  my  hand  and  seal  of  office,  and  I have 
hereunto  set  my  hand  and  affixed  my  official  Notarial  Seal  in 
said  County  of  Cook  and  State  of  Illinois  the  day  and  year  last 
above  written. 

My  commission  and  term  of  office  as  such  Notary  Public 
expires  on  this  3rd  day  of  January,  A.  D.  1917. 

Oliver  A.  Bestel, 

(notarial  seal)  Notary  Public,  Cook  County,  Illinois. 


